Exhibit
10.1  





AgEagle
Aerial Systems, Inc.


117
S 4th St Neodesha, KS 66757




 





July 09, 2018


 


Barrett
Mooney


1854 E Lake Dr.


Littleton, CO 80121


  


Re: Offer
of Employment


Dear Barrett,


AgEagle Aerial Systems, Inc., a Nevada corporation
(the “Company”) is pleased to offer you a position as Chief Executive
Officer with our Company pursuant to the following terms and conditions of employment.
You shall commence employment as of July 18th, 2018 (your “Commencement Date”).
You shall be based out of your home office
until the acquisition of Agribotix, at which time you will be based out of our Boulder,
Colorado office and will report to the Board of Directors of the Company (the “Board”).


 


As a condition of your employment,
and in consideration of your employment and the payments and benefits provided herein, you are required to sign and return to the
Company the enclosed Employee Confidentiality and Proprietary Rights Agreement (the “Confidentiality Agreement”).


 


During your employment with the Company,
you are required to devote your full business time and best efforts to your duties
and you may not, except with prior written permission from the Company, be personally
employed or engaged in any capacity with any business other than the Company. You
acknowledge and agree that, as an employee of the Company, you will comply with all
laws and regulations, as well as Company rules, policies and procedures as may be in effect
from time to time.


 


Your
base salary shall be $220,000 per year, paid in accordance with the Company’s
standard payroll procedures. Your performance shall be reviewed annually by the Compensation
Committee of the Board and your base salary may be revised by the Board, in its sole discretion. Additionally,
the Company shall withhold from any payments made to you (including, without limitation, those specified in this offer
letter) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental regulation
or ruling.


 


     


     


    
     


During your employment, you will receive vacation,
sick and personal days in accordance with then current Company policy. Effective
July 1, 2019, you will be eligible to participate in the Company’s employee
benefit plans and programs generally available to Company employees. Any benefits to which you are entitled shall be determined
in accordance with such plans and programs and Company policy. The Company reserves
the right to suspend, amend or terminate any employee benefit plan or program at any time. 

 

As soon as practicable following your execution
of this letter and commencement of employment with the Company, you shall be awarded
75,000 shares of restricted common stock of the Company which shall be fully vested as of the Effective
Date of your commencement of employment, subject to your arrangement for satisfaction of applicable federal, state, local or other
taxes and withholdings requirements.


 


You will
also be eligible to receive a one-time award of 75,000 shares of restricted common stock of the Company which shall be fully vested
as of January 1, 2019 if, and only if, the stock price of the Company reaches $3.55 per share and the closing price per share is
at or above such price at the end of the day on January 1, 2019, subject to your arrangement for satisfaction of applicable federal,
state, local or other taxes and withholdings requirements.


 


In addition, you shall be eligible to receive
a one-time award of 20,000 Nonqualified Stock Options under the Company’s 2017
Omnibus Equity Incentive Plan (the “Equity Plan”) upon securing one sustainability pilot program on or before October
31, 2018 (the “First Performance Option”). The First Performance Option shall be subject to the terms of the Equity
Plan and standard option award agreement which shall have a term of 10 years and shall provide for immediate vesting and exercisability
at an exercise price equal to the fair market value of the option shares as of the date of grant. A pilot program will be defined
as an agreement with a nationally recognized food brand and it will have the potential to turn into a multi-year program with dramatically
increased revenue opportunity. The pilot program will have revenues of at least $100,000
with minimum gross profit of break even.


 


You
shall be eligible to receive a second one-time award of 30,000 Nonqualified Stock Options under the Equity Plan upon securing a
second sustainability pilot program on or before January 31, 2019 (the “Second Performance Option”). The Second Performance
Option shall be subject to the terms of the Equity Plan and standard option award agreement which shall have a term of 10 years
and provide for immediate vesting and exercisability at an exercise price equal to the fair market value of the option shares as
of the date of such second option grant. For avoidance of doubt, if you do not achieve the first sustainability pilot program until
after October 31, 2018 but do achieve both a first and second pilot program prior to January 31, 2019, you shall not be eligible
for the First Performance Option but shall receive the Second Performance Option upon securing a second sustainability pilot program
prior to January 31, 2019. The pilot program will have revenues of at least $100,000 with minimum gross profit of break even.





 


In connection with your performance review in the
first quarter of 2019, you shall be eligible to receive an additional award of up to 55,000 Nonqualified Stock Options based on
a positive annual review with the Board, subject to such terms and conditions as the Board shall specify in the applicable option
award agreement.


 


     


     


    
 








All option awards provided for hereunder shall
be subject to your continued employment with the Company through the applicable vesting date or event, as well as your execution
of and continued compliance with the Confidentiality Agreement and applicable option award agreements under the terms of the Equity
Plan.


 


This offer
is not a guarantee of employment for a specific period of time. Your employment with
the Company, should you accept this offer, will
be “at-will,” which means that you or the Company may terminate your employment for any or no reason, at any time.
In the event you elect to resign your employment with the Company, you agree to provide
the Company with 30 days’ written notice of your termination of employment. During this notice period, the Company may ask
you to perform specific duties or no duties at all and may ask you not to attend work during all or any part of your notice period.
During your notice period, you will continue to receive the salary and benefits that you had been receiving immediately prior to
such period, subject any changes generally made for other employees of the Company. Further,
upon termination of your employment for any reason, you agree to cooperate with the Company with respect those business-related
matters of which you have knowledge and to assist with the orderly return of Company property and transfer of your work to others,
as directed by the Company.


 


 You should be aware that the Company employees are not permitted
to make any unauthorized use of documents or other information in their employment with the Company which could properly be considered
or construed to be confidential or proprietary information of another individual or company.
Likewise, the Company employees may not bring with them onto the premises of the Company any confidential documents or
other form of tangible information relating to their prior employer’s business.
Further, you represent to the Company that you are not subject to any contract or
other restriction or obligation that is inconsistent with your accepting this offer
of employment and performing your duties.


 


This offer
of employment and continued employment is conditioned on your establishing your identity and authorization to work as required
by the Immigration Reform and Control Act of 1986 (IRCA).


Enclosed is a copy of the Employment Verification
Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on
your first day of work.


 


This offer
is also contingent upon your satisfactory completion (at the Company’s sole discretion)
of reference, drug and background checks. This is a standard procedure required for all new hires. Please see the attached consent
and waiver form for this procedure.


 


This offer
letter, as well as all matters concerning, arising out of or relating to your employment
shall be governed by and construed under the laws of the State of Colorado, without regard to its conflict-of-law principles. Further,
any dispute concerning or arising out of this offer letter or otherwise out of your
employment with the Company shall be heard exclusively in an appropriate state or federal court in Colorado and you hereby consent,
and waive any objection, to the jurisdiction of any such court. You and the Company
each hereby irrevocably waive the right to trial by jury in any action or proceeding based upon, arising out of, or in any way
relating to this offer letter and all matters concerning your employment with the
Company (or the termination thereof).


 


     


     


    
 




By signing
this letter, you acknowledge that (1) you have not relied upon any representations
other than those set forth in this offer
letter; (2) the terms of this offer constitute the entire understanding and contain
a complete statement of all the agreements between you and the Company; (3) this offer
letter supersedes all prior and contemporaneous verbal or written
agreements, understandings or communications between you and the Company; and (4) any subsequent
agreement or representation between you and the Company shall not be binding on the
Company unless contained in writing signed by you and an authorized representative
of the Company.


 


Barrett, we
are very excited about the prospect of you joining the Company, and expect that your
employment here will be a mutually rewarding experience.


 


If you have any questions or issues that may arise
after reviewing this offer letter, please
don’t hesitate to contact me. We
look forward to welcoming you to AgEagle Aerial
Systems, Inc.


 


Sincerely,





	 	 
	Bret Chilcot 	 






“Agreed
and Acknowledged” (please sign,
date and retain a copy for your records)







 









 





	Date:	July 13, 2018